A Message from the President and Chief Executive Offi cer

Petro-Canada expects all employees and the contractors who represent us to adhere to our high standards of

honesty, integrity and ethical behaviour wherever we do business. This means you have a personal responsibility to

ensure that Petro-Canada’s day-to-day business affairs are conducted in a safe, fair, honest and ethical manner.

This Code of Business Conduct — “The Way We Do Business” — serves as a guide to the standards of behaviour

our management and Board of Directors require in all of Petro-Canada’s business activities. As part of your

employment, you must know and agree to comply with our Code of Business Conduct. We ask all employees to

review this Code regularly.

The Code cannot anticipate every situation that could be, or could appear to be, a violation of these ethical

standards of conduct. Our emphasis is therefore on disclosure and discussion: we encourage you to discuss

situations as they arise with your supervisor or leader or the appropriate department as listed at the end of

this Code.

How we achieve business results is as important as the results themselves. I encourage you to be honest

and ethical in every business situation you encounter, thinking about what is right and acting in a way that

refl ects Petro-Canada’s values and ethical standards.

Ron A. Brenneman

President and Chief Executive Offi cer

Petro-Canada’s Principles and Values 2

Explaining the Code of Business Conduct 3

Who Must Follow the Code? 4

Criteria for Ethical Decision Making 5

Reporting Suspected Violations 6

The Petro-Canada Business Conduct Hotline 7

Personal and Business Integrity 8Prevention of Improper PaymentsConfl icts of InterestFair CompetitionGifts and EntertainmentOutside Business and Political Activities

Ethical Conduct in the Workplace 13Respectful Work EnvironmentHealth, Safety and the EnvironmentDrugs and Alcohol in the Workplace

Ethical Use of Company Property and Information 16Confi dential and Personal InformationUse of Company Assets, Including E-Mail and the InternetIntellectual PropertyAccounting and Financial ReportingUse and Disclosure of Investment Information

Where to Get Help 21

Table of Contents

If you have concerns regarding suspected violations of this

Code or of Petro-Canada’s Policy for Preventing Improper

Payments, including questionable accounting, confl icts

of interest, dishonest behaviour, harassment, internal

accounting controls or auditing matters, call Petro-Canada’s

1-800 Business Conduct Hotline. The Business Conduct

Hotline is available 24 hours a day, seven days a week,

365 days a year, and is managed by an external company

that is contractually bound to maintain callers’ confi dentiality.

To access the Business Conduct Hotline in North America,

call 1-800-295-6731.

For international access (in countries where AT&T Direct

Service is available), dial the AT&T access number, then

800-295-6731, as detailed here:

Denmark

8001-0010, then 800-295-6731

Germany

0800-225-5288, then 800-295-6731

Netherlands

0800-022-9111, then 800-295-6731

Syria

0-801, then 800-295-6731

Trinidad & Tobago

1-800-872-2881, then 800-295-6731

Norway

800-190-11, then 800-295-6731

United Kingdom

0-800-89-0011, then 800-295-6731

In Libya, and in all other countries where AT&T Direct Service

is not available, call collect: +1-704-943-1131. Operators at

this number will accept collect calls related to Petro-Canada.

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The Petro-Canada Business Conduct Hotline

use of Petro-Canada communication resources for purposes

which are lawful, ethical and consistent with the spirit and

intent of this Code is permitted, as long as the use does not

interfere with your work obligations.

Petro-Canada’s e-mail and voice mail systems, Internet,

computers, cellular phones and personal digital assistants such as

BlackBerries (including all data and logs stored on those systems)

are all the property of the company. Activities on these systems

are monitored by Petro-Canada to ensure acceptable use. You

cannot expect any personal privacy for communications that you

send, receive or store on these systems or devices.

To protect you and Petro-Canada, access to the company’s

information technology is restricted. Passwords are to be kept

confi dential and protected in the same manner as you would

protect your own bank account information and personal

access codes.

INTELLECTUAL PROPERTY

Through your employment with Petro-Canada you may be

engaged in various forms of research, problem solving or

invention. The product of the efforts produced within the scope

of your employment belongs to Petro-Canada, whether the

product was developed while actually at work or not. Such

products, commonly called “intellectual property” or “IP”, include

computer programs, technical processes, inventions, research

methods, reports or articles and any other form of innovation or

development, including material protected by patents, trademarks

or copyright, as appropriate. IP assets and rights are important in

enabling Petro-Canada to retain industry leadership and derive

competitive value from continued investment in innovation. They

belong to and are the property of Petro-Canada.

Be vigilant in protecting Petro-Canada’s IP rights and assets

as well as avoiding the infringement of the IP rights of others.

Be sure to consult with your supervisor or leader, or with Legal

Services, before receiving, disclosing, or agreeing to receive

or disclose, any information or IP received in confi dence, and

before disclosing any proprietary information in a public forum,

including by e-mail. 18

ACCOUNTING AND FINANCIAL REPORTING

Petro-Canada conducts its fi nancial affairs lawfully. All

fi nancial transactions are undertaken in compliance with

approved delegations of authority. All fi nancial transactions

are accounted for and are reported in accordance with

Petro-Canada accounting policies and procedures.

Petro-Canada’s policies and procedures ensure that all

accounting and fi nancial reporting complies with the relevant

generally accepted accounting principles and where

appropriate the relevant rules and regulations.

No undisclosed funds or accounts may be established. All

cash and bank accounts and other business transactions must

be handled in a transparent manner that avoids any suspicion

of bribery, kickback or illegal or improper payments.

All Petro-Canada fi nancial reports, accounting records,

invoices, research and sales reports, expense accounts,

time sheets and other fi nancial documents must clearly and

accurately represent the relevant facts and true nature of each

transaction, must be retained in accordance with all applicable

laws and Petro-Canada’s records retention policies, and must

be made available for inspection by the company’s internal

and external auditors.

Making false, fi ctitious or misleading entries with respect to

any transaction or the disposition of any of the company’s

assets is strictly prohibited and you must not engage in

any transaction that requires or contemplates the making

of a false entry. If you become aware of questionable or

suspicious fi nancial transactions or entries you must disclose

it immediately to your supervisor or leader, the Controller,

the Chief Compliance Offi cer, or by using the Petro-Canada

Business Conduct Hotline.

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